A Cheshire Tale
by jjhatter
Summary: Main Story: We all know the Cheshire Cat attacked Alice in the premiere...but here, a moment's hesitation sends the show in a slightly different direction. Flashbacks/Subplot: Cheshire's origins, from when he first met Alice to right before his appearance in the series. WARNING: UPDATES WILL PROBABLY BE SLOW FOR A WHILE. R&R!


Hello, readers! Here is the first part of a pet-project I've been working on ever since _Once Upon a Time in Wonderland_ came out. (I haven't started REALLY writing until now because I was waiting for the first season ended...and it turned out that meant the whole show ended. CURSE YOU, RATINGS PEOPLE! MAY ALL YOUR CHILDREN BE DEVOURED BY DUCKS AND SAUERKRAUT!)

Now, boring things to take care of...

Rating: T (for safety's sake, mostly)

Disclaimer: _Once Upon a Time,_ as well as _Once Upon a Time in Wonderland_, do not belong to me. (I rather wish they did...sometimes, anyway. But they don't, alas.) The rights go to Disney, Edward Kitsis, Adam Horowitz, ABC, and anyone else I've failed to mention.

Summary: A basic "what if?" story; the story starts when the Cheshire Cat attacks Alice, as in the show...but a single moment's hesitation turns things in a slightly different direction. (Yeah, not my most original idea, but I'm writing this all the same.)

Notes: Two things: first, much like in the actual OUAT show(s), some chapters will be told within the context of the main story. However, every few chapters (the exact number I have not decided), we will go into the Cheshire Cat's history; starting from when he first met Alice as a little girl, to right before this very chapter begins. Second, updates will be...slow. Big surprise, I know, but bear with me here: this chapter's been prepared and "tested" already. (I'm looking at you, Katz! ;) ) All others still need work, especially since I'll have to go back and re-watch episodes from time to time. (Dailymotion and Hulu, thank you.) Hopefully, if/when I get the DVD, I can speed things up. For now, this first chapter may be all you get for a while. Just a warning.

Now, enough preliminaries! Let the chapter begin!

**Chapter 1: Alternative**

Three days.

Three. Frumnious. Days.

It had been three days since the shadow in the trees had had a bite to eat.

The silence of the Tulgey Woods was just as intolerable as the pain in the animal's stomach. No birds chirping, no animals grazing...a few insects were all that could be found that was edible.

And even THEY seemed to be dwindling.

Insects. Dwindling.

As if the world hadn't gone insane long before, it was clear that the lunacy was spreading harsher if bugs were not in vast supply.

_We're all mad here._

He repressed a none-too-sane chuckle; he needed to be quiet.

She'd be here. Any second, she would.

He didn't care if he'd been told not to, after all, by that royal red pain; she'd already robbed him of so much, she wouldn't rob him of this.

He NEEDED this. More than anything in Wonderland or any other realm.

And Yen Sid help whoever tried to stop him.

And when he was through...he might just pay said royal red pain a visit…

Hold! A sound! His ears perked up, and, even though he was invisible, he slipped deeper into the tree leaves instinctively; instinct was taking up most of his mind now. He was too hungry for much else to gain sway.

Birds...birds!

Oh, Frabjous...the birds…

What ones were still here.

Something must have alerted them, or else they'd be silent, knowing he was still lurking about…

Aha! A new sound!

And what a sweet sound...so feminine...so familiar…

"We've been walking forever," the voice grumbled. "We should be at the Hatter's house by now."

He grinned an unseen grin; so long, but she hadn't changed a bit, from the sound of things…

"Aw, bloody Hell…"

He tilted his head, and looked down curiously at the new voice.

Invisible eyes widened.

_Well, well, my Scarlet friend...small universe, isn't it? Dear Time hasn't been kind, either, I see…_

The Knave, dressed in curious looking black clothes the shadow couldn't recall seeing before, looked at the trunk of the tree, where the shadow knew a Wanted Poster had been tacked...with the Knave's face.

"What exactly did you do after I left?"

The shadow strained; the leaves made it so hard to view his real quarry…

The Knave of Hearts untacked the poster and watched it flutter to the forest floor.

"Don't ask," he muttered, returning to the side of the girl...and, thus, out of sight.

"Which way?" his voice asked.

"Up," the female answered. "I'm tired of wandering around; we need a different point of view."

He kept himself from purring; this was going better than he had expected!

"Whatcha mean?"

"If I get high enough, I can see the Hatter's house," said the girl...and came into view at last, inspecting the tree.

_Hair so gold...face so fair…_

_ So young...so full of life…_

_So, so DEAD._

She tried to climb up, but the thick boots she wore made it a bit tough; she unlaced them with a sigh, and tossed them onto the ground, on top of the fallen poster.

"Nuisance, these," she mumbled, and after finding a proper foothold, began to climb.

The shadow almost quivered in delight. He checked his invisible claws, waiting for her to get to his point.

So close...so very, very close…

He got into a spot in the bough of the tree; this would be so fun...a twisted sort of painting from the past...unsettle her, play with her…

Finish her.

Oh, he hadn't had something to play with for so long…

He heard a rustle below, and checked.

The Knave, for no reason the shadow could understand, snatched up the boots and took off running.

The shadow raised a see-through eyebrow.

_How very odd...even for him…_

_Well...she won't need those shoes where she's going, I suppose. A pity he couldn't stay, though…_

He shrugged it off, and returned his gaze to the branch.

And, after a few seconds...she climbed up onto it.

The branch was thick and heavy, almost a separate tree in itself; it was more than capable of supporting his weight, her weight, and probably a few more. She balanced herself and carefully stepped to about the end of the limb.

The shadow took her in, now that she was closer; dressed in a plain white dress and what looked like a corset...not her usual getup…

No matter.

Oh, how much more interesting it would have been if she'd been in that sumptuous lavender dress, though...or a blue one, like when she was little...so little, he might have…

...Might have…

He shook his head; had to focus on the here and now!

And, in the here and now…

_Tender skin...pretty face…my, that dress doesn't cover much, does it, dear one?_

"I can see it!" she called down. "The Hatter's place! It's not that far!"

She turned and looked down...but there was no sign of her companion.

He smirked, unseen, at her confusion.

"...Knave?" she called.

No reply.

"Will!" she tried again.

He couldn't hold it back; this was all too wonderful…!

_"Purrrrrrrrrrrrrrrr…."_

Slowly, she looked up.

Once her eyes met his…he made them visible.

Red, luminescent...and very, very hungry.

They were followed closely by his grin; sharp teeth set in an eerie, transfixed smile…

Then, he allowed himself to be seen in full, slowly, materializing, starting with his face, and ending with the very tip of his swishing tail; his fur was midnight blue, with thin, zig-zagging black stripes throughout. The creature was easily three times her size.

The Cheshire Cat grinned a tad wider as Alice let out a soft gasp.

He watched her carefully, as her eyes darted about…

Then, she rushed forward, forgoing caution about falling for caution about him, running towards the trunk again…

_Sorry, dove. Tonight we're playing by my rules._

He purred louder, and jumped easily, like the living shadow he often was, from his perch to the branch, barring her way when she was just a little past halfway across.

His brain still remembered…

_**Cheshire-Puss...could you tell me, please, which way I ought to walk from here?**_

_ That depends a good deal on where you want to get to..._

She backed up a step...then forced a smile onto her face, placing a hand over her heart, as if she had just recognized him.

"Cheshire!" she exclaimed. "It's you! You gave me a fright…"

He grinned wider still, amused...and took a single, slow, sinister step forward.

She frowned, and took another step back, just as slowly.

"Chesh?" she whispered.

He took a second step forward.

"You remember me, right?" she asked, clearly growing frightened.

Alice...frightened…?

Good. That made them taste so much better.

"It's me! It's Alice!" she said, pointing to herself.

He narrowed his crimson cat's eyes.

"Yes," Cheshire hissed; his voice was dark and...unwell. Like his mind. "I remember."

"You look...different," Alice observed carefully, eyeing the mats in his fur, and the thinness of his form; he was still the Cheshire she knew...but those eyes…that taunting grin...the same as ever, but much more menacing then she recalled.

Just as he wanted to be.

He tilted his head at her observation, and took another step. He purred a bit louder when she DIDN'T take another back.

"Everything does, doesn't it?" he purred. "Wonderland has grown stranger. I'm stranger…"

Step.

"You're stranger…"

Step.

He was nose-to-nose with her, practically.

"Together...we are...strangers," he growled, red eyes meeting her lovely blue ones.

She gulped.

"Well, then...how do you do?" she tried, waving a hand as if in greeting, and forcing another smile onto her face.

He bowed mockingly, eyes never leaving hers.

She took another, cautious step backward.

"Now that we're friends again," she began, tenuously, "You wouldn't want to _eat_ a friend, now...would you?"

He rolled his eyes upwards thoughtfully, taking a deep breath…

Oh, she smelled so _good…_

"Mmm...certainly not without pepper."

Alice chuckled, halfheartedly.

He tossed his head, gesturing at the forest around them.

"The pickings are slimmer, these days," he sighed. "These woods used to be full of food…"

He paused, smirking, and lowered down, ears flattening back against his neck…

"But now...the only thing it's full of…"

His eyes flashed.

_"Is YOU."_

He pounced.

Alice leapt to the side, off the limb, and tried to grab hold of another branch.

Cheshire growled, and snapped at her, teeth clicking close, but not catching her as she missed her target and dropped to the ground.

Alice landed in a small pile of leaves, which thankfully helped to break her fall, otherwise she might have broken her back. She groaned, winded…

And opened her eyes just in time to see Cheshire lick his lips, before dropping from the tree limb...straight towards her.

She hurriedly rolled out of the way, and staggered to her feet as the cat landed gracefully on his paws. He smiled a truly terrible smile, and inched towards her a few steps. She cautiously backed away, eyes pleading and steely, at once…

He smirked, and - WHACK! - he batted at her with a paw, knocking her head over heels. She quickly jumped to her feet, and the two began to circle one another, locked in a twisted dance of death, red and blue eyes trained upon one another, one purring, one panting…

Alice whipped around behind the cat...but Cheshire just spun around and found her once more.

His eyes widened, lit up with a rabid, feral glow...he padded towards her, slowly, ever so slowly…

WHACK! Another smack from the enormous cat's paw knocked her into the trunk of the tree with a grunt. As she landed, she caught site of a broken piece of branch, about the size of a cricket bat…

She picked it up, stood, reeled back, and swung…

Cheshire spun as the stick struck him over the nose...and, as he spun, he whipped out his tail, sweeping Alice off her feet and knocking the branch out of her hand.

She tried to sit up…

_No, no, no, dove...not until after tea…_

Alice groaned shortly as the cat loomed over her, placing his paw on her stomach and gently, but firmly, pushing her back down.

He grinned wider than ever as he glared down at his prey.

_Mine._

"The Red Queen promised me you'd be the sweetest meat I ever tasted. Let's see, shall we…?" he crooned.

Her terror was tangible; the scent of fear hit his nose harder than her pitiful twig could ever hope…

He closed his eyes, blissfully, still purring in pleasure. His mouth watered, droplets of saliva pouring like rain, some of it hitting his food in the face...

He leaned in a bit closer, and opened his jaws, knife-like teeth forever set in an evil grin, preparing to tear and cut and rip...his stomach growled, eagerly…

Alice whimpered, and shut her eyes tight, bracing herself, turning her head...exposing her juicy, sweet neck…

_So, lovely...so delicious…_

_ So…_

_ So…_

_ ...Wait a moment._

The cat hesitated; his warm breath washed gently over Alice's skin, teeth a centimeter away from her throat.

She kept her eyes shut...so she never noticed the curious look in his own.

_The Alice I knew would be scared, of course...anyone would be, thankfully for me...but would she be THIS scared?_

_ And where's her precious Genie? It's been a long time…_

_ ...Where has she been? Why isn't he with her? Last I recall, they loved one another…  
_His jaws twitched, and the girl flinched.

Suddenly...he didn't feel so eager…

Oh, he was still hungry. No mistaking that, feeling like he had an empty hole in his belly…

But...did he really want her?

...Oh, she DID smell _DELECTABLE…_

...Then again…

STOMP.

Cheshire hissed, interrupted by the distinct pain of someone stepping on his tail. He removed his paw and turned, growling angrily at the interloper.

"Oi!" the Knave of Hearts called, smirking at the cat.

Cheshire bared his fangs, as the Knave tore off a piece of the large mushroom near him...and flung it at the cat…

...The mushroom bounced off the cat's skull harmlessly.

Both the Knave of Hearts and the Cheshire Cat eyed the piece, then they looked at each other.

"Did you _really _expect that to go_ inside_ me?" Cheshire smirked.

"...Well, if ye 'ad opened yer mouth…"

"I see."

There was a tense pause as the cat lowered into a predatory crouch once more.

"You know, Knave," he purred, "I'm not certain little Alice here is really to my taste...so it seems I'm going to have to get my meat today from somewhere else."

"...I know a few places."

The cat chuckled.

"Oh, no, thank you...I've got a nice piece of human steak right here."

The cat prepared to leap forward…

Then yowled in surprise and pain as a fist connected with one red eye.

Alice jumped out from between the Cheshire Cat's legs, grabbed hold of the Knave's arm, and the two sprinted off…

Cheshire snarled, and prepared to jump after them…

Then stopped.

He sighed.

"Oh, whatever is the use?" he grumbled, and sat back on his haunches, licking one paw.

_Well played, dove. Well played._

_ And stop complaining, stomach!_

_ Well, what now?_

This was, indeed, the great question. As he continued to try and groom himself - more out of habit for his wounded pride than anything else - he pondered this.

One thing was certain: the Red Queen was going to get what she really wanted, after all.

He couldn't hurt her.

Oh, she would have tasted so lovely...but he couldn't hurt Alice.

And what WAS wrong with the girl, anyway? He knew Alice exceptionally well; she wouldn't have cringed and whimpered like a rat any other day…

She was broken. He didn't want to break her further. So, obviously, the only thing left to do was help fix her.

Which still left out, "How to do it?"

He froze mid-lick. His eyes widened simultaneously as he remembered what she'd been saying…

_The Hatter's House…_

_ Of course! She needs something there._

_ And where better to go for tea and breakfast?_

And, with a low chuckle, he slipped into the shadows and became one with them once more...


End file.
